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CONSULTANT SERVICE TERMS & CONDITIONS

 

1. APPLICATION OF TERMS

1.1. These terms will apply to all Services undertaken by the Consultant on behalf of the Photographer or Agency.

1.2. These terms shall take precedence over any conflicting terms, conditions, or other documentation provided by the Photographer or Agency or established by law, trade custom, practice, or course of dealing.

 

2. RELATIONSHIP

2.1. These Terms shall not be interpreted as creating any agency, joint venture, partnership, or employer-employee relationship between the parties.

 

3. DEFINITIONS

“Consultant” means Photography Licensing Consultant Sarah Eisner.

“Photographer” means the Photographer enlisting the Services of the Consultant.

"Agency" means the Agency enlisting the Services of the Consultant.

“Services” means a Service conducted by the Consultant on behalf of the Photographer.

“Client” means any client of the Consultant.

“Service Fee” means the Consultant’s Service Fee (this Service Fee can take the form of a percentage commission).

“Images” means the still images/photographs as supplied by the Photographer.

“Material” means all photographic material created by the Photographer in all formats.

“Usage License” means the license to use the Images as directed by the Consultant and supplied by the Photographer.

“Quotes” means unconfirmed estimated fees negotiated by the Consultant with the Client.

“License Fees/Revenue” means confirmed fees negotiated by the Consultant with a Client.

“Recovery Revenue” means confirmed settlement fees negotiated by the Consultant with a Party that is unauthorised to use an Image.

 

4. APPOINTMENT & SCOPE

4.1. The Photographer or Agency commits to adhering to the Service Fee, as agreed with the Consultant, for all Services provided by the Consultant.

4.2. The Photographer or Agency grants the Consultant authority to negotiate Quotes and set License Fees and Usage Licenses on their Images in all territories and for any purpose.

4.3. The Photographer or Agency authorises the Consultant to bill Clients on their behalf for work provided by the Photographer. This authorisation grants the Consultant the right to generate invoices, issue them to Clients, and collect payments on behalf of the Photographer or Agency. The Consultant agrees to remit the collected payments to the Photographer or Agency within a reasonable time frame, deducting any applicable fees or commissions as agreed upon between the Photographer and the Consultant. The Consultant shall maintain accurate records of all financial transactions related to the billing and collection process and provide regular reports to the Photographer client upon request.

4.4. In the event that a Client, with whom the Consultant has facilitated a job for the Photographer or Agency, fails to pay an invoice the Photographer client shall have the right to pursue legal action to recover the outstanding payment. However, the Photographer or Agency acknowledges and agrees to be solely responsible for any legal fees incurred in such legal proceedings.

4.5. The Photographer or Agency grants the Consultant the right to pursue sightings of Copyright Infringement on their Images and seek and negotiate compensation settlements of Recovery Revenue on their behalf. Within this provision, the Consultant, and their respective partners, retain the ultimate and conclusive right to decide the eligibility of infringement cases for financial settlement at any point during the process, in every instance. The Photographer or Agency accepts that the resolution timescale for cases is variable, and agrees that the Consultant is not obligated to provide updates unless cases advance to a recovery settlement.

4.6. The Consultant shall have the right to appoint sub-agents or service partners where necessary.

4.7. Once a Service has been undertaken by the Consultant, on behalf of the Photographer or Agency, the Consultant would expect no additional communication relating to this Service to take place by the Photographer or Agency with the Client without the prior approval of the Consultant.

4.8. The Photographer or Agency acknowledges that the Consultant will communicate with the Client independently and is not obliged to include and/or copy the Photographer or Agency in this correspondence.

4.9. The intention of terms 4.5 & 4.6 are to safeguard negotiations and prevent confusion of narrative in order to achieve the most favourable outcome of the Service.

4.9 (i). The Photographer or Agency agrees to bear any supplementary bank transfer or wire fees incurred on payments. The Consultant will not be responsible for any such fees.

 

5. INTELLECTUAL PROPERTY RIGHTS

5.1. The Photographer or Agency warrants that they are the sole copyright owner with respect to the Images supplied.

5.2. The Photographer or Agency bears full and sole responsibility for the format, content, and accuracy of any Image content, as well as any information associated with it.

5.3. The Photographer or Agency guarantees that all information and documentation provided to the Consultant for the purpose of completing their work is accurate and comprehensive.

5.4. The Photographer or Agency warrants that they have performed a reasonable search of all available records on each Image to establish that they are not under any license or in use in any way that would adversely impact any activity conducted by the Consultant on their behalf.

 

6. RIGHTS AND RELEASES

6.1. The Photographer or Agency agrees to provide full and accurate image information on all Material supplied to the Consultant.

6.2. The Consultant assumes no responsibility for any rights or release obligations related to the Images.

6.3. Where a release has been obtained on an Image, be it subject, model, location, brand, commercial or otherwise, this should be provided to the Consultant.

6.4. Where a release is required on an Image, be it subject, model, location, brand, commercial or otherwise, this should be identified clearly to the Consultant.

6.5. If additional clearances or permissions are required, the Photographer or Agency must inform the Consultant of this and provide documentation to assist all such permissions.

 

7. INDEMNITY

7.1. The Photographer or Agency shall indemnify and hold harmless the Consultant and keep them and their respective partners, agents and employees free of any liabilities, claims, costs, damages, and expenses (including legal costs) arising from or related to the Photographer’s or Agency's use of the Consultant's Services on an ongoing basis.

7.2. This indemnification shall be the Photographer’s or Agency's only and final recourse in the event of any claims, demands, suits or proceedings brought forward in relation to the Photographer's use of the Consultant's Services.

 

8. LIABILITY

8.1. The Photographer or Agency agrees to waive any and all claims for liability against the Consultant that may occur as a result of their participation in the Consultant’s Services.

 

9. LAW AND JURISDICTION

9.1. This agreement shall be governed by the laws of England & Wales and the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England & Wales.

 

10. GRANT OF PROMOTIONAL AND ARCHIVAL USE

10.1. The Consultant may use and publish the material in the context of marketing and publicity purposes, this includes corporate awards, case studies and academic lectures.

10.2. Material may be stored by the Consultant within their digital archives.

10.3. Photographer or Agency agrees to allow the Consultant to name the Photographer or Agency (including by means of the Photographer’s or Agency's logo and/or other trademarks, Service marks, trade dress or copyrighted imagery) as a contributor of content to the Consultant’s Services.

 

11. TERMINATION

11.1. Ongoing Services may be terminated with written notice via email by either party, giving reasonable time to allow removal of data/images.

11.2. Services initiated before the notice will be bought to conclusion and reported and paid in the normal way.

11.3. Upon termination of the Service, neither party shall be discharged from any antecedent obligations or liabilities to the other party under the Consultant Service Terms and Conditions unless otherwise agreed in writing by the parties.

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